ILEMBULA TRADERS

DEED OF PARTNERSHIP

Drawn By
Law Times Network (Advocates)
Suite No. 6, Roof Floor,
Vijana Building, Lumumba/Morogoro Road,
P. O. Box 2620,
Dar Es Salaam
 DEED OF PARTNERSHIP

This Deed of Partnership is made on the 9th day of March 2006

Between

Flora Kyando of Postal Office Box number 34262, Dar es Salaam, (hereinafter referred
to as “the first partner”) on the first part;

And

Herman Ananidze of P.O. Box number 246, Makambako, (hereinafter referred to as

“the second partner”) on the second part;

And

Lawrent Njegesi of P.O. Box number 99, Makambako, (hereinafter referred to as “the
third partner”) on the third part;

And

Gift Kalenge of P.O. Box number 246, Makambako, (hereinafter referred to as “the
fourth partner”) on the fourth part;

Whereas
The first, second, third and fourth partners are desirous of entering into the partnership
styled as Ilembula Traders.

Now therefore, the partners hereby mutually agree that they shall become partners on the
following terms:

Name of Partnership.

1. The name of the partnership is Ilembula Traders.

Objective of the Partnership

2. The partnership shall be that of running petrol station as may be agreed among the
partners.

3. The office of the partnership business shall be in Iringa and any other place as the
partners may determine from time to time.
 Internal Relationship

4. The first, second, third and fourth partners agree to:-

(1) Be bound to carry on the business for their greatest common advantage.
(2) Be just and faithful to each other, and
(3) Render the account and full information of all things affecting the
partnership to each other or their legal representatives.

Rights and Duties

5. The rights and duties of the partners in relation to the partnership shall be
determined by the following:-

(1) The first partner shall be the Chairperson of the partnership.

(2) The second partner shall be the secretary of the partnership and the other
partners shall be the Directors of the partnership responsible for the
Management of the partnership.

(3) Any difference arising as to the ordinary matters connected with the
partnership business may be decided by a consensus of the partners, but no
change of the nature of the business shall be made without the consent of
the partners.

(4) Each partner has a right to have access to and to inspect records or books
of the firm.

(5) A partner is not entitled to receive remuneration for taking part in the
conduct of the business of the partnership without a written consent of the
others.

(6) The first and second partners shall be the signatories of the partnership
including bank accounts.

(7) The firm shall indemnify each partner in respect of payments made and
personal liabilities incurred by him:

(i) In the ordinary and proper course of the business of the firm; and
(ii) In or about anything necessarily done for the preservation of the
business or property of the firm.

(8) Each partner agrees to indemnify the firm for any loss caused to it by his
fraud or willful neglect in the conduct of the business of the
firm/partnership.
6. (1) All property and rights and interest in property brought in to the partnership stock
or acquired by partner or otherwise, on account of the firm or for the purposes and
in the course of the partnership business including the good will to the business,
shall be partnership property and shall be held by the partners for the purposes of
the partnership and in accordance with this partnership agreement.

(2) All property and rights and interests in property acquired with money belonging
to the firm shall be deemed to have been acquired on account of the firm.

(3) Where land or any heritable interest herein has become partnership property, it
shall, unless the partners agree to the contrary be treated as between the partners
(including the representative of a deceased partner), and also between the heirs of
a deceased partner and his executors or administrators as personal or movable and
not as real or heritable estate.

7. Subject to any agreement to the contrary between the partners:

(a) Where a partner has derived any profit for himself from any transaction of
the firm, or from the use of the property of business connection of the firm
or the firm name he shall account for that profit and pay it to the firm.

(b) Where a partner carries on any business of the same nature as and
competing with that of the firm, without the consent of the other partners,
he shall account for and pay to the firm all profits made by him in that
business.

8. No person shall be introduced as partner into the firm by one partner without the
consent of the other partners.

Determination of the Partnership

9. Any partner may determine the partnership at any time on giving three months
notice of his intention so to do to the other partner.

External Relationship

10.(1) Each partner is an agent of the firm and other partners for the purpose of the
business of the partnership, and the acts of each partner who does any act for
carrying on in the usual way of business of the kind carried on by the firm shall
bind the firm and other partners.

(2) No partner shall do any of the following without the express authority of the other
partners:
(a) Submit a dispute relating to the business of the firm to arbitration,
(b) Open a bank account on behalf of the firm in his own name,
(c) Compromise or relinquish any claim or portion of a claim by the
firm,
 (d) Withdraw a suit or proceeding filed on behalf of the firm,
(e) Admit any liability in a suit or proceeding against the firm,
(f) Acquire immovable property on behalf of the firm,
(g) Transfer property belonging to the firm or
(h) Enter into partnership on behalf of the firm.

11. An act or instrument relating to the business of the firm done or executed in the
firm name, or in any other manner showing an intention to bind the firm, by a
partner or any authorized person, shall be binding on the firm and the partners:

Provided that nothing in this clause shall affect any general rule of law relating to
the execution of deeds or negotiable instruments.

12. Each partner undertakes to be liable for all debts and obligations incurred while
he is a partner in the usual course of business by or on behalf of the partnership.

13. Each partner undertakes to be liable to make compensation to third persons in

respect of loss or damage arising or any penalty incurred in relation with the
business of the firm:

(1) By any wrongful act or omission of the other partners acting in the
ordinary course of business of the firm, or with the authority of the other
partners,

(2) By any misapplication of any money or property received by a partner

acting within the scope of his apparent authority,

(3) By misapplication by the other partner of money or property received by

the firm in the course of its business while in the custody of the firm.

Dissolution of the Partnership

14. The partnership shall be dissolved by the occurrence of any of the following:-.

(1) By a three month written notice given by one of the partner to the others,
showing an intention to dissolve the partnership.

(2) By the death or bankruptcy of one of the partners.

(3) By happening of any event, which makes it unlawful for the business of
the firm to be carried on or for the partners thereof to carry it on in
partnership.

(4) By a court decree on an application by one of the partners in any of the

following matters:-
 (a) When the other partner becomes of unsound mind.
(b) When the other is incapable of performing his partnership contract.
(c) And any other such occurrences calculated to prejudicially affect
the carrying on of the partnership.

(d) When the other partner willfully and persistently commits a breach
of the partnership agreement or conducts himself in matters
relating to the partnership business that it is not reasonably
practicable for the other partner to carry on the business in
partnership with him.

(e) When the business of the partnership can only be carried on at a

loss.
(f) Whenever in any case circumstances have arisen which, in the
opinion of the court, render it just and equitable that the
partnership be dissolved.

Consequences of Dissolution

15. On the dissolution of the partnership or retirement of a partner, the other partner
may notify the same, and may require the other partner to concur for that purpose
in all proper and necessary acts, if any which cannot be done without other
partner’s concurrence.

16. After dissolution of partnership, the rights and obligation of the partners shall
continue in all things necessary for winding up the business of the partnership,
and to complete transactions begun but not finished at the time of the dissolution,
but not otherwise.

Provided that the firm shall in no case, be bound by the acts of a partner who has become
bankrupt; but this proviso does not affect the liability of any person who has after the
bankruptcy, represented himself or knowingly suffered himself to be represented as a
partner of the bankrupt.

17. On the dissolution of the partnership, every partner shall be entitled as against the
other partner in the firm, and all persons claiming through them in respect of their
interest as partners, to have the property of the partnership applied in payment of
the debts and liabilities of the firm, and to have the surplus assets after such
payment applied in payment of what may be due to the partners respectively after
deducting what may be due from them as partner to the firm; and for that purpose
any partner or his representatives may, on the termination of the partnership,
apply to the court to wind up the business and affairs of the firm.
18. Where the partnership is rescinded on the ground of the fraud or
misrepresentation of one of the parties herein the party entitled to rescind it,
without prejudice to any other right shall be entitled:-

(1) To a lien on the surplus of the partnership assets, after satisfying

the partnership liabilities, for any sum of money paid by him for
the purchase of a share in the partnership and for the capital
contributed by him; and.

(2) To stand in the place of the creditors of the firm for any payments
made by him in respect of the partnership liabilities, and.
(3) To be indemnified by the other party guilty of fraud or making the
representation against all the debts and liabilities of the firm.

19. Where any party has died or otherwise ceased to be a partner and the surviving or
continuing partner carry on the business of the firm with its capital or assets
without any final settlement of accounts as between the firm and the outgoing
partner or his estate, then, the outgoing partner or his estate is entitled at the
opinion of himself or his representative to such share of the profits made since the
dissolution as the court may find to be attributable to the use of his share of the
partnership assets, or to interest at the rate of five per centum per annum on the
amount of his share of the partnership assets;

Provided that where surviving or continuing partner purchases the interest of a

deceased or outgoing partner, the estate of the deceased partner, or the outgoing
partner or his estate, as the case may be, is not entitled to any further or other
share of profits; but where the partner assuming to set in exercise of the option to
purchase does not in all material respects comply with the terms to be set he is
liable to account under the foregoing provision of this section.

20. Subject to any future agreement the amount due from surviving or continuing
partners to an outgoing partner or the representatives of a deceased partner in
respect of the outgoing or deceased partner’s share is a debt accruing at the date
of the dissolution or death.

21. In settling accounts between the partners after dissolution of partnership, the
following rules shall be observed:-

(1) Losses, including losses and deficiencies of capital, shall be paid

first out of profits, next out of capital, and lastly, if necessary, by
the partners individually in the proportion in which they are
entitled to share profits.
 (2) The assets of the firm including the sums, if any contributed by the
parties to make up losses or deficiencies of capital, shall be applied
in the following manner and order:-

(i) In paying the debts and liabilities of the firm to persons

who are not partners herein.
(ii) In paying to each partner rateably what is due from the firm
to him for advances as distinguished from capital.
(iii) In paying to each partner rateably what is due for the firm
to him in respect of the capital.
(iv) The ultimate residue, if any, shall be divided among the
partners in the proportion in which profits are divisible.

22. A partner is not entitled to receive remuneration for taking part in the conduct of
the business without Written Consent of the other partners.

23. All partners agree to share in the capital and profit of the business in the
proportion of: 50% for the first partner, 30% for the second partner, 5% for the
third partner and 15% for the fourth partner, whereby the partners mutually agree
to contribute in such proportion towards the losses, whether of capital or
otherwise sustained by the firm.

24. The firm shall indemnify each partner in respect of payment made and personal
liabilities incurred by him:-

(i) In the ordinary and proper course of the business of the firm; and.
(ii) In or about anything necessarily done for the preservation of the
business or property of the firm.

25. Each partner agrees to indemnify the firm for any loss caused to it by him fraud or
willful neglect in the conduct of the business of the firm.

26. Where there are joint debts due from the firm, and also separate debts due from
any partner, the property of the firm, and if there is any surplus, then the share of
each partner shall be applied in payment of his separate debts or paid to him the
separate debts, and the surplus [if any] in the payment of the firm.

SIGNED and DELIVERED by the said

FLORA KYANDO who has …………………………
been identified to me 1st Partner
by HERMAN ANANIDZE the latter being
known to me this…… day of……………2006

SIGNED and DELIVERED by the said

HERMAN ANANIDZE who is ……………………….
personally, known to me 2nd Partner
this……… day of………….………..2006

SIGNED and DELIVERED by the said

LAWRENT NJEGESI who has been ……………………….
identified to me 3rd Partner
by HERMAN ANANIDZE the latter being
known to me this…… day of..…………..2006

SIGNED and DELIVERED by the said

GIFT KALENGE who has been ……………………….
identified to me 4th Partner
by HERMAN ANANIDZE the latter being
known to me this…… day of..…………..2006

Before me

____________________________
Commissioner for Oaths